Bonus Issue
NWF Group PLC
24 August 2007
For release at 07.00 on 24 August 2007
NWF GROUP PLC
('NWF' or the 'Company')
Bonus Issue
The Board of NWF Group plc is pleased to announce a proposal to increase the
issued share capital of the Company, by way of a bonus issue of four new
ordinary shares of 25 pence each for every ordinary share held (the 'Bonus
Issue'). This will increase the number of ordinary shares available for trading
through the AIM market of the London Stock Exchange with a view to enhancing the
liquidity and marketability of the Company's ordinary shares.
Commenting on the Bonus Issue Mark Hudson, Chairman of NWF, said: 'We have been
conscious for some time that the rise in our share price to its relatively high
current level may have created a barrier to investment for some potential
investors. The expected adjustment to the Company's share price as a result of
this Bonus Issue will hopefully provide increased liquidity and marketability of
our shares.'
Details of the Bonus Issue
The Board is proposing that, for each ordinary share held by a Shareholder at
the close of business on 4 October 2007 (the 'Bonus Issue Record Date'), four
new ordinary shares will be issued. In order to effect the Bonus Issue,
£9,378,211 will be capitalised from reserves, as to which £6,612,895 will be
capitalised from the Share Premium Account, £1,394,964 will be capitalised from
the Revaluation Reserve, £301,888 will be capitalised from Other Reserves and
£1,068,464 will be capitalised from the Profit and Loss Account which at 31 May
2007 was £9,882,762.
The Bonus Issue will result in the issue of 37,512,844 new ordinary shares and
the Company will have an aggregate of 46,891,055 ordinary shares in issue at the
date that the new ordinary shares are admitted to AIM.
Holders of ordinary shares, whose names appear on the register at the close of
business on the Bonus Issue Record Date, will receive four new ordinary shares,
credited as fully paid, for each ordinary share held by them on the Bonus Issue
Record Date.
Rights of the new ordinary shares and effect of the Bonus Issue
As a result of the Bonus Issue each Shareholder will hold five ordinary shares
in place of every one ordinary share held at the Bonus Issue Record Date. The
new ordinary shares to be issued pursuant to the Bonus Issue will be issued and
credited as fully paid to Shareholders on the register of members at the close
of business on the Bonus Issue Record Date. The number of new ordinary shares to
be issued and allotted will be 37,512,844. The market price of the Company's
shares is expected to adjust correspondingly to reflect the Bonus Issue.
The new ordinary shares will, on Admission, rank pari passu in all respects with
the existing issued ordinary shares and will rank in full for all dividends and
other distributions thereafter declared, made or paid from the ordinary share
capital of the Company, except for the final dividend declared by the Company on
14 August 2007, which is payable to Shareholders on 1 November 2007.
Dealings and Settlement
The Bonus Issue will be effected by reference to Shareholders and their holdings
of ordinary Shares on the register at the close of business on 4 October 2007,
the Bonus Issue Record Date. Subject to the resolution contained in the Notice
of Extraordinary General Meeting being passed and becoming unconditional:
• trading on AIM in the new ordinary shares will commence on 5 October
2007;
• share certificates in respect of new ordinary shares are expected to be
despatched to certified Shareholders by no later than 12 October 2007.
Pending receipt of such certificates, transfers will be certified against
the register if required; and
• the CREST accounts of uncertificated Shareholders will be credited with
new ordinary shares as soon as practicable after the admission of the new
ordinary shares on 5 October 2007.
Extraordinary General Meeting
An Extraordinary General Meeting has been convened for 11.00 a.m. on 4 October
2007 or immediately following the Annual General Meeting on the same date, where
a resolution will be proposed seeking Shareholders' consent to the Bonus Issue.
Timetable
2007
Latest time and date for receipt of
Forms of Proxy 11.00 a.m. on 2 October
Extraordinary General Meeting 11.00 a.m. on 4 October
Record date for the Bonus Issue Close of business on 4 October
Admission and dealings in the new ordinary
shares expected to commence on AIM 8.00 a.m. on 5 October
A circular setting out details of the Bonus Issue and a copy of the Annual
Report and Accounts for the year ended 31 May 2007 will be posted to
shareholders today. Copies of the circular will be available free of charge
during normal business hours on weekdays (excluding public holidays) from the
date hereof until the date falling one month after the date of Admission from
the offices of Charles Stanley & Co. Limited, 25 Luke Street, London EC2A 4AR.
For further information please visit www.nwf.co.uk or contact:
Graham Scott, Chief Executive Mark Taylor John West
Paul Grundy, Finance Director Nominated Adviser Clemmie Carr
NWF Group plc Charles Stanley Tavistock Communications
Securities
Tel: 01829 260 260 Tel: 020 7149 6000 Tel: 020 7920 3150
This information is provided by RNS
The company news service from the London Stock Exchange